Hands On
by HiDiNgFrOmYoU
Summary: Written for ShoulderDevil. Lee just CANNOT get anatomy...how will he find a way to remember the muscles? How indeed! And how will his idol Gai-sensei end up helping? Rated M for a reason and...eesh...this pairing is a prickle for me all, just a warning!


CHALLENGE FIC! Omfg this was so HAAAARD this pairing is almsot impossible for me to wite :( I'm VERY sorry if this isn't what you wanted love but I've barely scarped this together for you.

Betaed by the lovely _arisflame_-chama. Thank you master!

Disclaimer: I do not own the Naruto verse

Warnings: smex-ish scene

**~Hands On~**

Rock Lee, age 16 a tall, muscular teen with shiny black hair down to the nape of his neck. He had oddly thick eye brows, and with wide dark eyes. He wasn't overly popular but he wasn't a social outcast either. He was a 'youthful' guy. He was determined and excelled in his sophomore classes at his high school, Young Adult's Occupational Institute, or Y.A.O.I; Japanese Language, Geometry, Civics, English, Home ec, computers, and OF COURSE Physical Education, Lee LOVED sports with a burning passion. He was a regular on the cross country team and the vice-captain of the karate team.

However…he couldn't get anatomy

He aced everything with his determination and 'youthfulness' _except_ anatomy.

More to his despair his _coach_, his _idol_, Might Gai-sensei taught anatomy class!

Lee looked at his latest test with thick anime style tears hanging in his eyes. His chesty, brunette haired friend TenTen Higashino patted his back soothingly. "How bad this time Lee-kun?"

"I-I got a 69," Lee moaned lamenting his horrid grade. His friend Neji Hyuuga scoffed next to him and stood up, his long brown locks swinging around him freely and his pale milky eyes staring at Lee with little sympathy.

"Don't get kicked off the karate team for this Lee…and…don't worry, I'm quite certain you will get it soon, anatomy isn't that hard. Just memorization," Neji tried to comfort but kinda failed…epically. Lee hung his head and TenTen swiped at Neji to be quite. TenTen stood along with the rest of the class as the end of the day bell rang, freeing all students from their classes. Lee was about to leave with his friends and mourn his failure in laps around the track but his name was called by Gai.

He sighed softly and waited for the room to clear out before going over to Gai's desk and mumbling to his feet "Hai? Gai-sensei."

Gai looked his favorite student up and down. He loved Lee's athletic spark and youthfulness and pride…but he couldn't play favorites just to keep his star runner and vice-captain on the teams. "LEE! What is it that keeps my brilliant athlete from being and even more youthful and brilliant student?" Lee mumbled something under his breath as he shuffled his feet. "What was that?"

"I just don't understand!...sir…I-I-I just can't get it…I can't remember the muscles or the bones or the reproductive system or any of it!" Lee exclaimed then his voice softened then escalated again. He flushed as he met eyes with his sensei.

"Lee what don't you get?" Gai asked kindly. He found patience to be the best way of teaching a prickly student. Lee was a good student and was dedicated but the boy seemed to have a real learning problem with science.

"…like I said sir, I just can't remember it all. Like how the male reproductive system works or how all of the muscles connect and where they are," Lee admitted with a soft groan of dismay. Lee leaned against the teacher's desk, trying not to blush harder. He _really_ wanted to ace this class. He worked his damndest at karate and cross country because Gai was the coach, he tried his hardest to make Gai proud of him! Because…well because since fifth grade when he started training at the dojo Gai trained at and seeing Gai working out and working so hard Lee had fallen head over heels for the man. He trained very hard to make himself as strong as Gai-sensei and when he entered high school he made sure to take the exams for the school he knew Gai coached at and then joined the two sports teams Gai coached. Gai was more than Lee's idol he was his crush. The man Lee wanted in ways he blushed at even thinking about.

"Can you think of a way I might help your youthful shinning mind learn the information?" Gai asked leadingly. He had noticed Lee's 'covert' stares since the young boy had started at the dojo. He knew it would be a matter of time before he lost it control of himself with Lee…he just hoped he could get the boy to pass his class _and _fuck him.

No, no, before you go there Gai was NOT a pedophile, he hadn't thought of Lee is a sexual way until this year when the boy was in his anatomy class. 16 was not pedophilia. Not by a long shot, Lee was almost as tall as Gai himself and nearly as bulky. It wasn't the fact of Lee's age it was that Lee was sweet, cute, determined, 'youthful', and so innocent.

Honestly Gai knew he wasn't deeply in love with Lee, he was in lust with the boy. But he cared about Lee and if one thing led to another he wasn't just going to fuck the lad and push him aside. No, there was chemistry there and if Gai let himself be honest…he could end up loving the boy if he stopped holding his affections back.

Lee gulped when a myriad of perverted thoughts hit him square in the face. _Any way you could help?_ He thought to himself. _I can think of quite a few._

"Sir…Gai-sensei…I just can't get it. Maybe you could…_show_ me. I always was a _hands on_ learner," Lee said in the most seductive voice he could manage, the husky tones went straight to his sensei's cock. Gai saw through the 'innocent suggestion' but kept playing the game.

"Really, well how about I use my hands and show you how the muscle system works?" Gai asked slyly. "Why don't you sit up on my desk…I can _show_ you much easier up here." Lee contained his giddiness and climbed up on the surprisingly empty teacher's desk, his eyes flitting to the closed solid classroom door. Gai stood and undid his orange and green stripped tie…it was youthful and fun but it was getting a bit _too_ tight for his liking. He massaged the tense forehead of his sixteen year old student. "Lee, this area here and here," he indicated the muscles of the forehead as he teasingly ran his fingers over it, feeling the skin ripple and the boy's breath hitch slightly "are the Frontalis muscle…you're forehead. Understand?"

"H-hai."

Gai slid his fingers further down the face of his young wide eyed student and tickled the teen's eyelids making the boy shut his eyes "these are the Orbicularis oculi, remember them because ocular has to do with eyes."

"Yes sir."

Gai's fingers rubbed gently at the student's temples, "you got this right on the test…which are these?"

"T-T-Temporalis," Lee stammered.

"Good my youthful young boy," Gai whispered.

Gai moved down to the lips and kissed the space just above the teen's quaking lips and just below them and all the way around them, he whispered against the skin, "and these my lovely pupil are the Orbicularis oris…I think you'll remember these as well." Lee nodded slowly, afraid to make lip to lip contact and his eyes still cemented shut.

"What's next Gai-sensei?" Lee asked bravely once his sensei removed his lips from his skin.

Gai's lips descended onto the right side of Lee's neck his left hand going to the boy's throat and undoing the first few silver buttons on the black material of the gakuran his fingers feeling out the letters Y. A. O. I. on the button. He felt the white wife beater that Lee wore under it and then ran his fingers up to Lee's left shoulder, he found himself sitting behind Lee on his own desk at this point.

"What's this muscle here?" Gai asked breathing deeply on the underside of Lee's right ear and licking his way down to the wife beater's neckline.

"The-the…" Gai started to nibble just under Lee's ear, leaving a hicky. "The…s-stern-sternocleidomastoid!" Lee exclaimed as Gai bit on it almost painfully.

Gai moved his right hand and grasped the back of Lee's neck. "This is the splenius capitis. And down here is the…?" He asked moving his hand down slightly.

"semi…semi…semispinalis capitis?"

"Good boy…and this?" Gai asked as he massaged both of the boy's shoulders, letting up on the teen's neck.

"Umm…I…"

"Think…deeply…" Gai purred on the shell of Lee's left ear licking the cartilage and relishing in the squirm the motion wrought from the lad.

"Hint?" Lee tried.

"Hm…what good would that do?" Gai asked against the teen's hair.

"Erm…erm…something to do with…with circuses…I know…aaaaaah," Lee bit down on a moan as the massage made him feel rather relaxed and good all over. "Trapezius."

"Very good," Gai said confidently. He slipped Lee's gakuran jacket off and tossed it on his chair. He slid his fingers down to the front of Lee's shoulder joint and rubbed lightly, "here?"

"Deltoid," Lee answered after a moment of relishing the feeling. He knew the arms pretty well. Gai moved to the back of his arms "triceps brachii" then the front "Biceps brachii."

"See you know this," Gai teased moving to the chest and pulled the wife beater off of his student revealing semi-toned pecks and the beginnings of a six pack of abdominals. He messaged the pecs and asked for the scientific name, it was given with a breathy sigh and then his fingers tickled the sides of the strong pecs. "Here?"

"Erm…ermm…hahaha, Gai-sensei please I am ticklish," Lee gasped as he started giggling like a child. Gai smirked widely at the reaction.

"If you want me to stop answer the question!" Gai challenged.

"In-Internal intercostal!" Lee giggled and sputtered, he feel back against Gai's strong and chiseled chest one the tickle torture was over. "G-Gai-sensei?" Lee asked when he was turned around and now straddling Gai's lap. Gai pressed their lips together and held the back of Lee's head gently. Lee was shocked still at first but soon he melded his lips against his sensei's fighting for dominance but falling submissive once Gai's tongue got involved. Lee moaned into the kiss loudly and fisted his hands in Gai's shirt pulling at it until the buttons snapped off. He let go fearing that Gai would be angry; however, Gai just chuckled and laid Lee back on the desk taking his student's lips once more and pulling the dress shirt form his own frame. Lee reached up and laced his fingers behind Gai's neck and arched closer when his sensei started tweaking his nipples almost painfully, he arched and twisted into the feelings and sensations, only breaking the kisses when he absolutely needed the air.

Gai unbuckled the belt of his student and slipped Lee's pants off quickly along with the tennis shoes on Lee's feet. Lee moan as his sensei started grouping his ass. Lee ran his hands down Gai's chest, feeling every contour of every muscle. His head was as high as a kite, this was better than any fantasy he'd ever had! Because it was _real_.

Lee moaned as Gai's mature hands slid up and down his throbbing erection, he bucked his hips over and over trying to get more friction on his organ from the man above him. He moaned loudly and bucked harder, panting and spilling words of adoration for his sensei out of his mouth as he was brought to the edge of completion.

Gai slicked his fingers with his own spit and teased Lee's hole with one Lee gasped and bucked down onto the finger, making it slip inside his virgin entrance. Gai pumped the finger in a bit before making it jab directly at Lee's prostate, with that the pupil came with a scream of "GAI-SENSEI!"

-BREEEEEP- BREEEEEP- BREEEEEP-

Lee's eyes fluttered open and he groaned. He smashed his fist into the damnable alarm clock.

"Stupid contraption…must you have woken me from my best dream ever? He was finally giving me the _hands on_ treatment…stupid thing…" Lee sighed miserably feeling his night pants and the sticky goop inside them and his tightie whities. He sat up in bed and stared up at the dawn light of 5am cursing himself lightly for setting the damn thing even on a Saturday night.

-x-

Well, I'm not sure if I should ask for reviews...that was simply horrid...I know it was T.T I hope this is ok ShoulderDevil-chan!


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